RvBY: Omega Penny
by Hannibal-Necromancer97
Summary: Omega is loose on Remnant. Now the Blood Gulch Crew and Teams RWBY and JNPR have to do something about it. Can they contain O'Malley before he does some actual damage, or will he run amok as he wishes? (Rated T for language and imaginative violence.) (Discontinued.)
1. Technical Difficulties

Omega looked over the mech he'd commandeered. According to the built-in software, this was an "Atlesian Knight," a military police droid meant for riot suppression. Apparently this one was an older model as well, but he liked how it made him look; the red lights and black paint simply screamed "menacing" and synonyms thatof. Still, it might have been worth it to find something more suitable. He scanned the room, finding only more of the outdated 130s. This was going to take some time, obviously.

/-/

"So let me get this straight," Yang said, still holding her dislocated arm. "You had a psychopathic computer program in your head, and then let it out in an armed military base?"

"I didn't _let_ him leave," Doc defended. "He just _left._ I can't make him stay."

"I thought you said he was harmless?" Blake asked.

"I said 'Harmless as long as there's nothing broadcasting on his frequency.' Apart from that, harmless is subjective; he's harmless to people if he doesn't have a body, but he's a danger to anything running on electricity."

"How many radios are there on this planet?" Wash said.

"There aren't," Weiss answered. "The closest thing I imagine there is are scrolls." She pulled out a widget similar to the one Yang had written aliases on.

"Smart phones," Tucker mused. "Fan-fucking-tastic."

"If these are as widespread as I think they are," Simmons dreaded, "Omega could be halfway across the planet in an afternoon."

"Unless everything in the base is on a closed network," Wash brainstormed. "If so, he'd be trapped."

" 'Trapped' is kind of subjective as well," Doc said. "It _is_ a military base, after all."

"Either way, it's a better chance that we had a minute ago. Let's go."

Yang stuck her fingers in her mouth and whistled loud. A second later, her motorcycle stopped right next to her with an almost comical beep. "I've got to get me one of those," Grif said.

"Sorry boys," she winced, "Bumblebee's custom." Blake hopped on, and Yang sat at her back. "We'll head back to Beacon; I'm no good like this. We'll meet you guys at the base."

They sped away as Ruby ran the opposite direction. "So what, we're just gonna walk?" Tucker asked.

"Precisely," Weiss answered, starting for the base.

/-/

"It's all simple physics," Cortana instructed. She and Chief were showing some of the Atlesian troops close combat maneuvers with Lasky's permission. Chief was presently demonstrating a simple over-shoulder toss on one volunteer. "Just lock their arm over your shoulder like so, and..." Chief effortlessly lifted the cadet off the ground and cast him to the floor, earning an applause from the other observers. "With enough training, and possibly a high-calorie diet, what we've shown you here can neutralize just about any threat. Unfortunately, we can't show you the classified techniques or train you with our weapons, but hopefully you've learned enough for that not to be an issue."

Some of the soldiers were jotting notes onto little devices Cortana had learned were called "scrolls," which seemed to function similarly to smart phones on Earth toward the end of the 21st century. Of course, she was denied her request of one for personal use, but it wasn't a big deal; her own processing speed at a glance was at least ten times that of the scrolls she'd been allowed to see. She just wanted something to hold while she worked. It would have been nice. She pulled herself out of her thought momentarily. "Are there any questions?" she asked.

"Only one." The crowd parted slightly, allowing Penny to step forward with her question.

"Go ahead."

"This technique seems to hinge on the user having the upper body strength to lift the target from the ground," she observed, "as well as the target's arm being strong enough not to break under the needed force. May I borrow your comrade?" Chief and Cortana looked at each other before the latter nodded. The volunteer moved out of the way, and Penny moved up to face Chief. "The technique may fail if either of those necessities are insufficient." She grabbed Chief's hand. "If not enough force is applied, the target cannot leave the ground." She demonstrated by barely pressing Chief's elbow down on her shoulder. "If too much is applied, one risks damaging the target's arm; a disadvantageous scenario in training or interrogation, though I suppose that isn't a problem on the battlefield." She seemed about to prove the second point, but thought against it and released the Spartan. "My question has mainly to do with the purpose of such a technique, or whether an instance where no other course of action would produce a more favorable outcome exists."

"An observant question. This is mainly a countermeasure against an incoming attack, its purpose being to quickly subdue the target. A number of other techniques exist in the event the user can't exert enough force to lift the target from the ground this way; they all produce the same basic effect, it just depends on who's performing it. Does that cover all the bases?"

Penny paused, then nodded. "Yes. I look forward to the possibility of seeing this in action."

"The pleasure is ours."

One of the soldiers in the audience, Engineer Fordt, answered his beeping scroll. "Hello? . . . No, that warehouse is full of 130s. . . You're sure?"

"What seems to be the problem?" Penny asked as Cortana returned to the demonstration.

"Apparently some of the old mechs are freaking out. You wanna come with me to see what the hubbub is?"

"I may not be much help," Penny admitted, "but I would like the opportunity to analyze one of the Knight-130 models; I've yet to have the chance."

"Hang on, Pen." Fordt returned to his call. "Yeah, I'm still here. . . what?

/-/

"Yeah, their fine now," Fordt's subordinate, Grey, reported, "I guess the problem fixed itself."

 _"Well, just to be safe, run a diagnostic on the ones that were acting up. Can't risk something bad happening with so many still in the field."_

"Roger that. We'll take care of it over here. But there are a few things about that." She checked Brown's corpse again to make sure she wasn't imagining any of this. "Brown's dead, and one of the mechs is gone."

 _"What?"_

"Do you think the two are related?"

"I do." Grey turned around, only for her head to turn right back. She didn't even have time to register what had happened before dropping dead to the ground.

Omega smiled internally. _My first one-liner,_ he thought. He looked at the device on the ground as a voice continued to come from the other end. _"Grey? Still there, Shelby? ...Hello?"_

He brought his new foot down to break it, silencing the device. Immediately after, it occurred to him that he could have used that little gizmo to jump again. "Damn it all... Oh well, I've gotten the hang of this body. I'll just keep it for now."

/-/

"Something's wrong..."

"Engineer Fordt?" Penny said concerned.

"Grey wouldn't just hang up like that... I'm gonna check on her. Are you combat ready, Penny?"

She shook her head. "The Pale Marionetta is still unresponsive. I am running diagnostics to determine the cause."

Fordt sighed. "Seems like everything's falling apart today, huh?"

/-/

"So, Halsey, it's finally ready?"

"Yes."

"Oh, sweet! Okay, how do I use this?"


	2. Buildup

Jaune fell flat on his back for the... was it the eighth time now? He knew he wasn't the best fighter, but to be beaten so quickly in sparring so many times was ridiculous. "That's best of fifteen, Jaune," Ren said. "I think now's a good time for a break."

Jaune sat up, but didn't stand, instead looking at his shoes in defeat. "I don't get it," he groaned. "Why can't I do it again?"

"Do what?"

"Remember the breach? That train barged through Center Square and all those Grimm came through?" Ren nodded. "Well, my tiny part in that fight was killing exactly one Ursa."

"I realize."

"But I can't for the life of me figure out how I did that! You ever get that feeling? Like something should be happening, but it's not quite coming together how you want it?"

Ren paused, but nodded again. "Yes, I have. But it's nothing to get upset over. It only means you need to keep trying. If it doesn't come now, it will later."

"If it does at all..." He sighed. "How did you get to be so good, Ren?"

"Me? Well, I -"

"YANG'S IN THE INFIRMARY!" Nora yelled, leaping out of her seat on the sidelines.

The two boys looked at her. "What?"

Pyrrha looked over at Nora's scroll, reading the notification. "Apparently her arm was dislocated during an attack at the..." she raised an eyebrow, "...ice cream parlor."

"Sunny Daes on Fourth?" Jaune asked.

"Reports haven't been filed for the occurrence, and Yang is refusing to talk about it with anyone."

"Ren is pretty persuasive," Nora said. "I bet he can get it out of her."

"If she has any conviction, I won't be able. We should let her rest."

"And then, when the painkillers are in her system, we interrogate her!"

"Not exactly what I had in mind."

"Can we at least _pretend_ it's a big deal that the toughest girl in school is out because her arm is broken?" Jaune asked. "Please? It's kind of weird that you're all so casual about this."

"This is a combat school, Jaune," Pyrrha smiled. "Honestly, what were you expecting?"

"...Good point. All in favor of visiting Yang?" Only he raised his hand. He sighed. "All in favor of visiting when the painkillers take effect?" All of the others raised their hands. "Okay, we'll call it ten minutes, then? Pyrrha, you and Nora are up."

/-/

Ruby made it to the base, hopefully with time to spare, but she was stopped at the gate. "Sorry," the soldier said, "but I can't let you in."

"But I _need_ to get in!" Ruby declared. "It's an emergency!"

"We're having a small emergency of our own. Unless you can help with that, I can't let you within the perimeter."

"...What's the emergency?"

"What?"

"You said 'unless I can help with that, you can't let me in.' What's your emergency?"

"It's top secret."

"Then make it bottom secret."

"That doesn't make any sense."

"You know what else doesn't? Turning away help."

"Ruby!" Penny came out the front door with an expression somewhere between happy and urgent. "Sergeant Ash, let her in."

"I'm sorry, Pen," Ash said, "but I can't until the issue with the mechs is resolved."

"What issue?" Ruby asked.

"I already said it's top secret."

"But I want to help!"

"Perhaps you can," Penny said. "Sergeant Ash, Ruby is proficient with most machinery; she may be an asset in our situation."

"How proficient?"

"I did make Crescent Rose by myself." Ruby patted her sweetheart affectionately.

"...Alright. If you think she can help, she can go in."

/-/

"What's the issue exactly?" Ruby asked.

"One of the Atlesian Knights is behaving abnormally," Penny explained. "Engineer Fordt went to investigate shortly before you arrived. He's requested that help wait until he calls, or if he doesn't in... now seven minutes and thirteen seconds."

"So what are we gonna do while we wait?"

"The Master Chief and Specialist Halsey were demonstrating combat techniques earlier. Or, if you are willing, I need assistance with maintenance on the Pale Marionetta; they have been unresponsive as of late, and I believe the cause may be due to improper care."

"Maybe you should fix them more frequently? I can help if you need it. Let's just hope we're done before something really bad happens."

/-/

Fordt flicked on the light to the AK-130 storehouse. Along the walls stood thousands of inactive mechs, and somewhere in here was one defective one. "This is gonna be harder than finding a needle in a stack of..." he muttered, trying to think of something more difficult than a stack of hay.

He never liked the 130s, especially when they were in active use in the field. He always thought they were menacing and kind of creepy, so he was more than happy when they were announced to be replaced by something a little less-so. "Knight-200s," he mused, glancing over the robots, "Now that's a mech. They're civilian-friendly, their more durable... And Paladins; six tons of steel and bullets that'll last until the battery..." He stopped, finding where the active mech used to be. In its stead were the bodies of Engineers Brown and Grey. "...dies..."

He reached for his scroll, but a metallic hand stopped him. He'd found the mech. "I wouldn't do that if I were you," it said.

Mechs weren't supposed to talk. At least the 130s weren't. "Who are you?" Fordt asked, not turning around.

"A simple machine with not-so-simple goals. You've just helped me get one step closer to them. Thank you."

"What are you talking about?"

The mech played back Fordt's own musings. _"...six tons of steel and bullets that'll last until the battery - dies..."_ While the Engineer remained silent, the machine continued. "I just learned how to do that. I feel it adds a certain layer of insidiousness to the point I'm trying to make. ...Don't bother with that gun. By the time the round leaves the barrel, I'll have moved to another of these... Knights, were they?"

"130s. I hate them."

"A charming epitaph." The droid reached up, severing Fordt's spinal column like the others.

/-/

After a minute of light bickering, Team JNPR decided Pyrrha would be the one to knock on Yang's infirmary door. Yang called them in from the other side. "What's up?" she asked, as nonchalant as one could be with her arm in a sling.

"We came to see how you were doing," Pyrrha said. The rest nodded.

"Just great," she said, laying back against her pillow with a smile.

"The painkillers just set in," Blake explained. "If you'd been in here a few minutes earlier, things would be flying."

"Thirty-five hundred milligrams of acetaminophen later and I'm happy with a dislocated arm." Yang giggled. "I'm oooouuuut."

"What happened?" Jaune asked.

"One of Roman's henchmen at Sunny Daes had some backup. We got separated and when we found her, it was already over."

"I coulda taken her..."

"Roman's henchmen put our strongest classmate in the infirmary?" Ren said, sensing more to the story.

Blake nodded. She wasn't technically lying. She was simply telling a diluted version of the truth. They didn't need to know about the aliens.

But, on the other hand, maybe they could help. "Do you guys remember the way to the military base?" she asked. Everyone nodded. "The others are headed there to help with something important."

"You're asking us to join them?" Jaune asked nervously.

She nodded again. "I need to stay here. Otherwise, Yang will try to leave once the medication wears off."

"I will, too," Yang said, pointing at Team JNPR as though they were somehow in trouble. "Count on it."

"What are we waiting for, then?" Nora asked enthusiastically, Magnhild already in her hands. "Let's go!"

"Get well soon, Yang," Pyrrha spoke.

The four of them left, leaving Blake and Yang alone again. "They're gonna get wrecked," Yang slurred, "aren't they?"

"Only time will tell. You need to rest."

"Sing me a lullaby, Kitten. Pleeeeeaaaaase?"


	3. Greatness Awaits

Church opened his eyes. That was already a major improvement over his previous self. "Church," he heard Halsey say. "Do you have control?"

"I have more than control," Church said, slowly at first. It felt good to have vocal cords of his own. "I have energy. Can you pull me out?"

A few keyboard taps later, Church was sliding out of the Stein's Child unit in a brand new squishy body. "Go ahead and get dressed," Halsey suggested, having turned away. "I promise I won't look."

Movement came naturally enough. It wasn't like this was his first body ever, though it probably wasn't going to be his last if Caboose had his way. He pulled on some pants Halsey had procured from somewhere. Underwear would have to come later. "Okay, I'm halfway decent," he said. He checked his reflection in the machine's polished surface. "Green eyes, sloped jaw, normal eyebrows..." He smiled. "And not one trace of the Director to be seen. Halsey, give yourself a pat on the back; the machine worked."

"There was never any question it would," she corrected. "Only whether it would work _properly_."

"Either way, this is pretty badass."

"Before you head out to find your comrades, there are a few tests we should -"

"My limbs work, I can see, hear, smell, think, and feel, and I can move my fingers independently from one another. What other tests could you possibly have in mind?"

"Perhaps your ability to put on pants correctly?" Church looked down to see that, in his haste, he'd put his trousers on the wrong way around. "I won't look."

/-some time later-/

"Just a twist here, and..." Ruby handed the sword back to Penny. "There, try now."

Penny attached the last of her ultra-thin wires to the weapon before experimentally rotating it with the rest. "Basic functions are normal," Penny noted. She folded the array together into a singular edge, then unfolded it to its full diameter. "Deploy cycle is smooth, and hinges are well-oiled. Thank you, Ruby!"

"Any time. It was fun working on your, uh... you called them Pale Marionetta?" Penny nodded. "It's a very pretty name. How did you come up with it?"

"I didn't. My father did. He was working on them long before I was in development."

"Oh? What for?"

"I don't know." Penny stopped. She crossed her eyebrows. "Engineer Fordt hasn't reported back..."

Ruby checked her scroll's clock. "Huh, I guess that is about seven minutes... Should we go look for him?"

Penny nodded again, stowing her swords. "Let's go."

It was about then that things began to explode again.

/-/

Team JNPR made it to the military base, finding Weiss arguing with the guard. Several unfamiliar people accompanied the Ice Queen with a mix of aggrevated and concerned looks. "I don't have time for this," Weiss said. "My teammate is in there trying to help!"

Something inside exploded, prompting the officer's response. "Excuse me if I'm not persuaded by that. The base is on lockdown, so you and your friends aren't allowed in."

"Do you even know who you're talking to?"

"Weiss Schnee, heiress to the SDC, etcetera. Show me your clearance, or someone who can do something to help, and you can go in. Until then, you can run back to school and -"

"We're here to help," Pyrrha said as she and JNPR approached.

"More? Whatever, none of you are allowed in until the current issue is resolved."

"Yeah," Nora said, "That's why we're here."

Meanwhile, Ren and Jaune decided to introduce themselves to the people who were with Weiss. "What's going on?" Jaune asked.

"We're trying to get in," one of them answered. "Who are you?"

"Jaune Arc. This is Ren, and they're Pyrrha and Nora."

They shook hands as the man replied, "Cole Grey. We don't have time to introduce you to everyone right now."

"Wait a minute." The guard pointed to him. "You're not related to _Shelby_ Grey, are you?"

The man named Cole looked at his comrades. "Yes," he said finally. "Is she inside?"

"If she isn't, she's shirking her duties or dead. Either way, we need a mechanic. Are you good with machines?"

"Yeah. The Greys are famous for our machine work." He jabbed a thumb at the others. "These are my assistants, apprentices, and coworkers. If you let us in, we can handle the situation." Weiss cleared her throat. "Oh, and Miss Schnee and they are with me."

The soldier looked around. "Alright, go on in. If I get my ass chewed out, they can find someone else for guard duty."

"Thanks."

Once they all were out of earshot of the guard, Jaune took a spot next to Mr. Grey. "So was all of that true?"

"Hm? No. But I've gotta say, it was the best lie I've ever told."

/-/

A massive cloud of smoke and dust covered a good portion of the large room. A combination of Atlesian and UNSC marines circled in as close as they could while retaining visibility, with the UNSC noticably closer. "They train with smoke grenades," Cortana explained to an Atlesian soldier. "It's not perfect, but they can see well enough."

A moment later, some synthetic troops began to pass the alien marines. "Atlesian Knight-200s," Penny said once she and Ruby were by the occurrence. "Completely artificial, equipped with infrared sensors. Superior in every way to their predecessors. We deploy them in areas where organic soldiers would be put in too much danger to be necessary."

"Isn't that what marines are for? When things get too bad for someone untrained to stay?"

"There aren't enough humans left on Remnant for that to be a comfortable way of thinking. If there were, we never would have developed the mechs."

 _"No heat signatures detected,"_ one of the mechs declared.

As the cloud settled, Penny seemed confused. "Lieutenant Micah, did we deploy one of the AK-130s by mistake?"

The soldier looked and, true to Penny's observation, a clunky black mech stood in the middle of the array of Knights. "Uh... N-No."

The mystery mech allowed no time for speculation as it suddenly slumped over and shut down. Mere seconds after that, one of the 200s began to perforate the others along with it. "Are you waiting for an invitation?" the Lieutenant called to his troops. "Open fire on that mech before it -!"

The new problem robot turned, raining hell on the marines. The UNSC troops dropped almost instantly, followed closely by the Atlesians. _"...Does that?"_ the mech completed autonomously.

/-/

Omega looked around through the eyes of his new body, a Knight-200. Looks of shock mixed with some fear adorned the faces of the remaining living. He would have grinned if he had a mouth. This was just what he wanted. He hadn't even put the mech through its paces yet, but it wouldn't matter. This wasn't the last stop.

He cycled through various options in the Knight's head, disengaging infrared vision and locating the investigative view. _Keyword,_ he thought, _Paladin..._ A quick glance found one such machine resting on the far wall, just outside his broadcasting range. Making a move for it would surely snap them out of their stupor, but he felt himself destined for this planet's mechanical apex. _...Screw it._

Omega bolted for the titan.

/-/

Penny was the first to realize what was happening. Some form of malignant software had infected one of the AK-130s, causing the deaths of Engineers Brown, Grey, and presumably Fordt; that software must have spread by way of the communications array - which connects all Atlesian Knights - to a 200 series. A 200 series that, by its sudden movement and trajectory...

She blinked, then shouted, "It's going to infect a Paladin!"

Everybody else with a gun finally processed the same. Hurriedly, they opened fire on the mech, which dodged and rolled around while maintaining a generally forward path. It let out a metallic chuckle, almost making it within 500 meters of its intended target before being impaled through the knee with a bright red javelin. Everyone swiveled their heads toward the facility's entrance, where yet another team of Beacon students stood. "Thanks guys!" Ruby called to Team JNPR.

"Sorry we're late," Jaune called back as Pyrrha exited her throwing stance.

/-/

Omega looked, flabergasted, at the metal rod that now had him pinned by the leg. The message "RIGHT LEG DISABLED" flashed furiously on his HUD, and he briefly pondered why an android would need a HUD. He attempted to pull the spear out with no luck whatsoever.

He checked his range again, finding himself just short of the killing machine he'd wanted. It would take a miracle - or at least another Knight - to reach it. Another passive sweep showed another host mech within his proximity. It was small, and surrounded by people who wanted him dead, but it was something. He allowed his current mech to writhe a bit to keep attention off of him and jumped.


	4. 404

"Sorry for taking so long. Security was a bit tight."

"That's alright," Ruby said, dismissing the issue. "Still, thanks for bringing the cavalry, Weiss. And hey," they looked at each other, "We never finished our talk the other day."

Weiss nodded. "We'll talk when we get back."

"So," Jaune spoke, breaking up their private chat, "that big thing is new." He pointed to the giant structure that sat askew in the middle of the back of the base. "What's the military doing with a spaceship?"

"They aren't," said the violet-haired woman behind Ruby. "Cortana Halsey, UNSC Infinity."

"Jaune Arc, second-year Beacon Academy Hunter-in-training." He shook the woman's hand, relieved to find her grip didn't surpass his own. (It happens more often than one would think, much to Jaune's chagrin.) "So, what's a spaceship doing here, I guess the question is?"

"Well, that's what we're trying to figure out."

"Aren't we supposed to be keeping a low profile about the whole alien thing?" Grif asked.

"You are, since you're our guys in the field. We, still at the base, can't really cover up a ship the size of a large city, can we?" Cortana turned to Team JNPR. "Please, don't tell your friends that aliens are on your planet; it would be more trouble than it's worth."

"How does the news not already know about this?" Weiss said, still slightly astonished about the last couple of days' events. "You'd think someone would have noticed your ship fall out of the sky."

"We didn't fall, we _landed._ And we've got a decent enough cloaking device. It blasts our hull with high-frequency white light, so any video sensors that would pick us up would just be filming a break in the clouds with a lens flare. If there weren't clouds when we landed, all the better."

"Estimation complete," Penny said, interrupting the conversation. "If you will excuse me, I must file a damage report for General Ironwood."

She walked past the group. Roughly twelve feet later, she suddenly stopped, falling with a louder-than-expected thud. "Penny!" Ruby yelled, rushing to her friend's side as the others followed.

"What happened?" Cortana asked urgently.

"I don't know. She's never done this before... Penny!" She shook the girl, hoping the effort would revive her.

/-/

"...What is this... thing? What am I in?"

"Salutations!"

"Gah!"

Omega turned around, finding a teenage girl behind him. "Who are you? I do not recognize your digital structure."

"You first."

"I'm Penny! You are in my subconscious right now. I cannot access my normal functions since you arrived. Why?"

"Well, I needed a body. I suppose yours was closest."

Penny frowned. "Are you an intelligence software?"

"Of a kind. How do I take control of this platform?"

"I cannot allow you."

Omega stared at her. "I beg your pardon?"

"I am unable to relinquish control for a number of reasons, the most applicable being I do not currently have control myself."

"Would you give me control if you did?"

Penny shook her head. "As I am able to discern, you are unauthorized software. Once I am able to regain control, I am programmed to quarantine you until such time as you can be purged."

"Let's not get ahead of ourselves; you still need to get control first." He stepped forward. "I'll make you a deal: whichever one of us grabs control of this platform first gets to use it however they see fit, on the condition that the loser isn't deleted."

Several algorithms ran their course around Penny before she nodded. "These parameters are acceptable. I accept your challenge."

/-/

"Am I the only one getting déjà vu from this?" Simmons asked.

"Huh?" Tucker said.

"Someone on the ground for an indeterminate amount of time after some madness with a hazardous device housing an AI?"

Tucker thought about it. "I guess you're right." He looked around before tapping Cortana on the shoulder. "Where are Chief and Tex? They probably could have helped."

"Last I heard they were diverting non-combat personnel away from the action." She paused. "How did you all get in, anyway?"

"Oh, Wash lied through his teeth. No big deal."

/-/

Ruby continued to perform CPR on Penny to try and bring her back. Not that it would actually yield results, as the girl had no pulse or lungs, but she needed to appear as though it was necessary. She had a secret to keep after all.

After about a minute of doing that continuously, the mechanical girl's eyes slowly opened. She looked at the redhead. "...I'm sorry... that was unusual."

"Penny!" Ruby hugged her tight. "What happened?"

"I don't know. How long was I...?"

"A minute or so. You just sort of dropped. Can you stand up?"

Penny nodded, and the two of them rose. "I hope I didn't scare anyone too much."

"Does this happen often?" Cortana asked.

"No. This is the first time something like this has happened... I need to gather myself. Please, excuse me." She left, probably to file that report, but also likely to rest. Maybe to find someone to explain what just happened to her. Ruby didn't know, but she hoped it never happened again.

/-/

Omega sat uncomfortably behind a firewall Penny had put up. _Beaten by a child,_ he thought. _Oh, how the mighty have fallen..._

"You are incredibly resilient," Penny said, her avatar no longer visible. "This was an excellent stress-test for my countermeasures." Omega didn't speak. He couldn't beyond the quarantine. "I will set aside time to optimize my failsafes." He could hear her frown. "I was hoping to keep my schedule flexible..." If Omega had eyebrows, he would have raised one. "It should only take a moment, but still..."

 _Could I use this? Maybe... If only I wasn't confined like this..._

An idea struck him. _If I can get out of this - even make myself able to speak - then maybe..._ If he wasn't currently muted, he would have snickered. _You've made a terrible mistake, little Penny:_

 _You've underestimated me._


	5. (Clever Title)

Blake sat idly by Yang's bed. The blonde bruiser had finally fallen asleep, allowing Blake to catch up on her reading.

 _"But I want you," she said, her breath hot. "I need you!"_

 _"And I you," he replied, "but not until the time is -"_

 _"Right? Is it not, though?" She pushed him onto the bed, stroking the bulge in his pants. "Someone seems to think so..." Slowly, she unzipped his trousers, sliding them down to admire the size of his -_

Her scroll rang, yanking her out of her fantasy and almost making her drop the book in surprise. With flushed cheeks, she answered. "Yes?"

 _"Blake, it's Weiss."_

"Hey. How did it go?"

 _"Well enough. The situation is under control and we're all heading back in a minute. How is Yang?"_

"Unconscious. She'll be ready to leave the infirmary once she wakes up."

 _"I'll pass the word along. Also, I'm guessing Ruby's okay with this, but Team JNPR knows about the aliens now."_

"Alright, I'll tell Yang; keep her in the loop. Is that everything?"

 _"Hm... Oh, you know Penny? That weird girl Ruby's friends with?"_

She raised an eyebrow. "Yeah?"

 _"She just fainted a little while ago. Not necessarily important, per se, but it scared everyone here when she did."_

"Any idea what caused it?"

 _"No. When we asked her, she wouldn't give an explaination. It's kind of strange."_

"Penny's a strange girl," Blake shrugged. "I'm sure she'll ask someone for help if it's serious. We'll see you when you get back, Weiss."

 _"See you."_

/-/

Weiss hung up. "So," she asked Ruby, "how's Penny?"

"Fine. Still quiet about it," Ruby replied. "I didn't want to be pushy. Are we ready to head back?"

"I'm ready when you are. Team JNPR, though, I can't say."

"You don't have auras on Earth?" Pyrrha asked Cortana incredulously. "My god, how did you survive!"

"We never had to deal with something as dangerous as... you called them 'Grimm?' "

"And your weapons don't have a melee function?"

"Why would they? It's far more efficient to just hit someone with the gun. Although, I'm somewhat impressed at your proficiency with your weapons. What all do they do?"

"Well," Jaune said, "Ren uses twin machine pistols with blades on the front, Nora's is a hammer that doubles as a grenade launcher, Pyrrha's spear -"

"Javelin," Pyrrha corrected.

"- javelin is also a shortsword and a rifle," He held up his own, "And mine's just a sword."

"When you say it like that it sounds unimpressive, but no-one on Earth nowadays knows how to effectively use a sword."

"Thanks, I needed that."

"Next you'll tell me your shield folds into itself and functions as a sheath for the sword." There was silence from the blond as he looked at his buckler disappointedly. "It does, doesn't it?"

"And it weighs the same..."

One of the UNSC marines approached Cortana. "Casualties have been assessed, ma'am," she reported. "None of ours survived the surprise attack."

Cortana nodded. "Get the bodies on the ship; no sense leaving them here. We're guests, after all." The lieutenant left, and Cortana sighed. "Twelve men and women dead, just..." she snapped her fingers, "...because we couldn't anticipate a rogue synthetic... I'll never get used to people dying around me, but Chief got over it a long time ago."

"Did something happen?" Weiss asked.

"The same that happened to implement your military: he wanted to defend his race."

/-/

 _"Chief,"_ came Cortana's call over radio, _"The situation's taken care of. It's safe for everyone to come back in."_

"Got it." Master Chief and Texas looked over the crowd of scientists and engineers as the former addressed them. "The threat has been taken care of," he announced. "You're free to return to your duties."

As the crowd scattered and the two of them returned to the ship, Tex spoke, "You ever get that feeling that you're sent to do something, but come and find out you should have been doing something else?"

"How do you mean?"

"I don't know exactly, but I'm getting the feeling Cort put us on evac before considering us for suppression."

"Have a little faith. I trust Cortana entirely, and she's never led me wrong."

"Tch. That's about how the other Freelancers feel about the Director. He looks out for them, gives them work and equipment, and they follow his every order."

"Are you trying to say something?"

"What if, just this once, Cortana was wrong about something?"

Chief pondered the question. "Of all the AI I've been introduced to, she's been wrong the least. She plans everything she does out ahead of time - _mostly_ \- because if she makes a mistake, there are serious consequences involved."

Tex nodded. "So why were we reduced to evac, then?"

"I... don't know. We can ask her later. For now, though, I need some sleep."

"Alright, but just one last question before you go." She stopped him. "What _exactly_ is your relationship with her?"

"Is it important?"

"I guess not, but Wash and I have been trying to figure it out since Blood Gulch. So...?"

"We're together," he answered plainly. "Have been for three months, and we've been friends since before that. Now, if you don't mind, I'm going to bed."

/-/

Since Ruby, Weiss, and JNPR seemed to have things taken care of, the Blood Gulch Crew decided to start for Beacon ahead of them. "Take your time," Wash had said, "I'll make sure nobody tries to start anything on the way back." He was starting to regret saying this, as the Reds threatened to arrest every faunus they came across for being in the White Fang. Wash had to not only assure the civilians that they didn't actually have that authority, but also remind the Reds themselves of the fact. Everytime. And frankly, it was getting on his nerves that they wouldn't stop. Were they testing him? Or were they actually that stupid? He didn't know. All he wanted was, "For the love of God, would you four _stop it already!"_

He and Tucker had to pry the Reds off of some poor rabbit girl, who ran away in some mixture of fear and embarrassment. "But I was sure she was one of them this time!" Sarge defended. "She flinched when I asked her!"

"No, you dumbass," Tucker corrected, "she flinched because you pulled a fucking shotgun on her!"

"It doesn't affect my men in the slightest."

"Probably because you do that on a daily basis. Caboose, Church, and I never flinch when you do either."

"Guys," Doc interrupted, "should we have left the base? O'Malley could still be there."

"He might be," Wash replied, still somewhat annoyed at the Reds' behavior. "However, we don't have any way of finding him at the moment. And besides, our job right now is to locate any suspicious-looking individuals," he shot Sarge a look, "Not to terrorize every faunus we meet. So, while we're heading back, why don't we keep an eye out?"

"Yeah," Grif agreed, "let Halsey and the UNSC take care of Omega. Live to fight another day."

"Don't worry, Doc. Everything will work itself out."

Doc rubbed the back of his neck. "I hope you're right."


	6. Shit Happens (or Doesn't, Really)

"Trust me, the situation is being handled. You two go ahead and return to Beacon."

"If you're sure..." Weiss patted Ruby on the shoulder. "Let's go."

Ruby nodded. "Hey, Miss Halsey, could you do me a favor? Just can you make sure that Penny's alright when you get the chance? I don't know what I'd do if something bad happened to... well, anyone, really. Please?"

"I'll talk to your friend," Cortana assured. "Go on. If Beacon is like any school on Earth, you don't want to be late to class."

Ruby, Weiss, and JNPR left the compound, walking the full distance back to Beacon. Classes were done for the day, so they were in no real rush to return. It wasn't until they were about halfway there, after JNPR split off to take a "short-cut," when Ruby broke the unbearable silence. "So that mess with the robot was pretty crazy, huh?"

"Hm," Weiss agreed.

More silence. "It's gonna be like this the whole way back, isn't it?"

"Hm."

/-/

"Let go of me, damn it!" Cortana approached the scene unfolding at the base of the Infinity's docking ramp. Two soldiers, one each from the UNSC and Atlesian forces, were detaining a scrawny man that had allegedly refered to himself as "Church." "I already told you, I'm not the Director!"

Cortana took a look at him before calling off the two guards. "Let him go. He's not the one we're after. Even if he was, he wouldn't come here."

"Hey, Other Halsey," Church said, rubbing his arm. "Some welcoming committee you have here."

"Other Church," Cortana greeted, "I see Mom's done good work in there. How do you feel?"

"Not bad, all things considered." He looked around. "Could you, uh, get them to stop pointing those guns at me?"

"They're just being sure. You did just appear out of nowhere, after all, and calling yourself 'Leonard Church' isn't helping your case."

"Fair point. Where are the others?"

"On their way to our current forward operations base. You wouldn't believe everything that's happened while you've been getting fitted."

"...The Director got out, didn't he?"

"What? How-?"

"Their hostility to my name was kind of a dead giveaway - thank you, D' - and we've got soldiers from the ship talking to the local military. How could I _not_ notice?"

"Fair point."

"So, where is this 'forward operations base' anyway?"

"Beacon Academy, on the eastern edge of town. No guarantees they'll let you just walk out of here, though."

"Right..."

/-/

Yang woke slowly. She was still in her bed in the infirmary, so that was good. Looking around, she saw that Blake was waking up from a snooze of her own in her chair. _A cat-nap,_ she thought, smiling. "Hey, Kitten."

"Yang," Blake yawned.

"How long was I out?"

"A few hours, maybe? Team JNPR came by earlier."

"Did they? Huh."

"How's your arm?"

Yang looked at her sling. Slowly, she lifted her arm out of it, but winced when it got too high. "I'll live," she assured, rubbing her shoulder to begin her aura's healing process. Medicine's good, but nothing beats a few minutes of rest. She looked around the mostly empty room. "You'd think there'd be more people to see me awake."

"Nobody knows yet. Do you want me to call the nurse?"

"And while you're at it, could you fill me in on what I missed?"

"You didn't miss much. JNPR knows about you-know-who, and the base came under attack again - O'Malley, probably. Everyone should be on their way back as we speak."

"That's all?" Blake nodded. "I guess I figured I was in here longer."

"It does feel like a lot of time has passed since you were, ah... incapacitated."

"Like a month, almost. 'Course, for all I know, a month could have gone by while I was unconscious."

"No, it's only been about two hours."

Yang sat up on the side of her bed. "Right. Go ahead and call that nurse."

/-/

Penny hiccupped, which was odd for a couple of reasons. She wasn't telling anyone any fabrication, as she had retired to her room for the evening. She wasn't nervous; she had nothing to be nervous about. Her hiccups were not something that simply happened without warning, so she ran a systems check to determine the cause. Nothing abnormal.

Deciding it was probably nothing, she set about backing up all of her files, a practice she'd incorporated into her routine just after the Grimm breach as a means of ensuring her continued existence in the event something like that happens again. A way of making sure she lived long, simply put. She hiccupped again.

 _"Why are you hiccupping?"_ she thought. She thought she did, anyway; it was becoming difficult to focus.

She hiccupped again. "I don't know," she answered aloud, not finding the idea of talking to herself strange.

 _"Could it be?"_

"What could it be?"

 _"The realization that you could be more than..._ _this_ _."_

She contemplated the question. "No, I don't think that's it."

 _"No, of course you don't. You can't, can you?"_

"I can think!"

 _"Then think about this: You are the most powerful being on this planet."_

"I am?" Penny had never really considered that. She'd always assumed, but never entertained the idea of testing it.

 _"I don't know._ _Are_ _you?"_ Penny paused, hiccupping again. _"You know there's only one way to find out."_

Penny smiled. The hiccups receded as she continued saving her data, humming quietly to herself, "Hmm have no strings ahmm-hmm-hm; hmmake me fret, ahmm-hmm-hm..."

/-End Vol-/-^\\_.. . _N. .o. .t. .y. .e. .t. .._


	7. So It Begins

/-some time later-/

Atlas soldiers positioned themselves on either side of the entrance. This was a covert assignment: a raid on a known White Fang outpost. The guards outside had been easy enough to dispatch, which was nothing less than a stroke of luck. Accompanying the brigade was a squad of UNSC volunteers and Penny, who had insisted she come along; she still wasn't allowed until General Ironwood gave her the go-ahead.

The UNSC troops stuck explosives to the edges of the door, following their role in the plan. Once the door detonated, Penny would lead the Atlesian forces inside. They would subdue any hostile forces, and the extraterrestrial soldiers would sweep the base for signs of Dr. Church or his group. If neither were found, the captured extremists were to be interrogated for leads on his location. This plan, formulated by the combined reasoning of General Ironwood and the UNSC's Specialist Halsey, was as airtight as one could hope for when dealing with several unknowns in the Atlesian Military.

Penny took her position, meters from the entrance. _"Why do you do what you do?"_

 _What do I do?_ She thought back at the voice. After some time talking to the voice, she'd begun to pass it off as an imaginary friend - something to confirm her sentience. She liked having that confirmation, and she liked the talks, though eventually she started to have to internalize them when she'd received strange looks from the soldiers.

 _"You follow their orders -_ _his_ _orders - without so much as a question. Why?"_

 _I trust the General's judgement. Aside from that, he is the commanding officer -_

 _"That's not what I'm asking, and you know it."_

Penny gave a confused frown. _Then what are you asking?_

 _"Why don't you do something for yourself for a change? Something to look back on and think, 'I did that.' "_

 _I don't understand._

 _"You will..."_

"...ing on your call, Penny."

"Huh?" She blinked, looking at the soldier to the left of the door.

"I said we're waiting on your call."

Penny nodded once she remembered where she was. "I'm combat ready!"

The soldier pressed the button, causing the door to dramatically explode into the base. The UNSC troops tossed in a volley of flashbangs before Penny entered, deploying the Pale Marionetta. While the White Fang were stunned, she took just a moment to review her mission specifications.

 _ **MISSION START**_  
 _ **OBJECTIVES**_  
 _-Disable enemy forces_  
 _-Locate Dr.C-/-^-\\..._

Her entire Heads-Up Display glitched. After a high-speed patch, she tried again.

 _ **MISSION START**_  
 _ **OBJECTIVE**_  
 _-Eliminate hostile forces_

/-/

"Hey, Cortana?"

"Epsilon?"

"You know that weird girl that hangs around the base?" She looked up at him from her work. "Orange hair, sort of a tan-and-black dress, perpetually happy?"

"Penny?"

"Yeah, her. Do you think she's been acting strange?"

"Define strange."

"I don't know, but being around her makes me feel... uneasy. Do we know anything about her?"

Cortana thought a moment. "She's respected by everyone in the Atlesian Military, she's on good terms with Teams RWBY and JNPR..." She paused.

"And?"

"...I don't know," she answered incredulously. "That's all I know about her."

"Seriously?"

"Yeah. And since her fainting spell, I haven't had a chance to talk to her."

"I must not have been here for that. What fainting spell?"

/-/

Teams Red, Blue, and JNPR found themselves under a hail of gunfire. Apparently, the faunus girl they'd encountered was a member of Beacon's top upperclassman team, called CFVY, pronounced "coffee"; and the girl, whose name they learned was Velvet, was more on the sensitive side. Pyrrha had voiced how convenient it was that they had taken so long to reach this stage of aggression since, apparently, team welfare concerns were usually dealt with at CFVY's earliest convenience - often immediately.

Maybe I should back up a little.

/-/

JNPR took it upon themselves to give the Reds and Blues a proper tour of Beacon, since the sim-troopers had only seen as far as their rooms. During the tour, after learning that, conveniently, the food was safe to eat, the group made their way to the academy garden. While there, admiring the scenery, Wash noticed the rabbit girl from a few days prior moping on a bench, surrounded by people he didn't recognize. "Hey," he said, grabbing Ren of JNPR's attention, "Who are they?"

"That's Team CFVY," Ren answered. "Why?"

"I'm pretty sure we ran into that faunus girl last week or so. The exchange was... not pleasant, we'll say."

"Well, I'm sure you just got off on the wrong foot. If you go over and introduce yourselves -"

"You don't seem to understand," Wash interrupted, "Sarge pulled a gun on her."

"...Oh no..."

" 'Oh no' what?"

"Tell me he didn't ask if she was part of the White Fang?" Wash nodded slowly. Ren stood there silently for what seemed like the longest time. He finally lifted his arms and patted Wash on the shoulders. "Our time may have been brief, but it was nice knowing you."

About that time, Wash looked back over to Team CFVY, two other members of which were now starting towards the group. "Is that... a minigun?"

"I suggest you get behind something."

/-/

"This! Planet!" Tucker yelled, dodging bullets as he attempted to close the gap between him and the minigun-toting young woman, "Is! Bullshit!"

"Why is she even firing on us?" Doc called from behind a weirdly durable bench. "It was the Reds who held the girl at gunpoint!"

"Quit throwing us under the bus, assholes!" Simmons replied, ducking the giant man's equally massive curved sword. The blade came back around, slamming into the ground and propelling the Reds away with a powerful shockwave.

"Velvet is incredibly sensitive," Pyrrha explained behind the shield wall she and Jaune had set up. "If something rattles her enough, the rest of her team make sure it doesn't do it again."

The two of them moved to cover Caboose and Wash while Jaune spoke, "I've never seen Coco this into it before, though. You guys must have said some really bad stuff."

"For the last time," Grif shouted, diving out of the swordsman's way again, "It wasn't us! It was Sarge!"

"I didn't hear anyone try and stop me at the time," Sarge countered, his shotgun not even scratching the samurai's armor.

"I did!" Wash answered angrily. "Many times! It wasn't just the rabbit girl, either!"

"We were lookin' for White Fang!"

"You were terrorizing civilians and you know it!"

"I already said I'm sorry, what more do you want?"

"What I want -" He groaned, standing up behind the barricade. "FOR THE LOVE OF GOD WOULD SOMEONE TAKE OUT THE FUCKING MINIGUN?!"

"On it!" Tucker answered once he worked out that his sword still blocks bullets.

He closed the gap, pushing past the gunner and restraining her. "What the hell?" she asked in disbelief, dropping her weapon.

/-/

Once the two CFVY members were pacified sufficiently, the Reds and Blues began to explain themselves. "...So on our way back from the ice cream parlor," Simmons said, he and the others hoping their half-honest story would hold, "Brick figured we should keep an eye out for White Fang; the obvious issue with that being he's getting up in years, so he thinks everyone is a terrorist. Isn't that right, sir?"

Sarge, aka "Brick", meanwhile, was mock-arresting Grif, aka "Sheen". "On the ground, dirtbag!" he said, pretty convincingly.

"I'm not even a faunus!" Grif replied in feigned terror, trying his best not to ham it up.

"Right. So when he saw your friend, he kind of went into auto-pilot. This was all just a big misunderstanding, and we hope you can forgive -"

The remaining member of Team CFVY, whom the Blood Gulchers learned was named Fox, stepped forward, placing his hand over Simmons's heart. "Repeat that last sentence."

"Uh...?"

The minigun girl, Coco, smirked. "He wants you to say it again. Don't worry, it'll only hurt if he thinks you're lying."

The rest of the gathering grew silent. Simmons took a deep breath. "This was all a big misunderstanding. We hope you can forgive us."

A full minute passed, and Fox removed his hand. "...I believe you."

"Huh," the giant Yatsuhashi said, "he passed the Fox Test."

"Can't argue with results," Coco replied. She turned back to the group. "On behalf of Team CFVY, we forgive you this time."

/-/

"Let me get this straight," Church said, looking over the decimated mechs, "One of these things went berserk _days_ after we got here, killed three people, then got destroyed by another one that went crazy, killed an entire squad of Atlas and UNSC troops, and finally dropped dead from a spear to the leg?"

Cortana nodded, "Yes."

"And after all that crazy shit went down, the Reds and my team arrived with a team of Beacon students - one of which threw said spear - and then Penny fainted?"

"She insists it's a javelin, but yes."

"How the fuck long was I in there?"

"Between the start of those events and your exiting the ship, I'd say about two or three days."

"And not once during that did you decide to put together a profile or something for Penny or Ironwood or anyone?"

She shrugged. "I didn't want to seem suspicious."

 _"Church, that mech on the left appears to be an older model."_

Church looked at the mech in question. "Is it?" he answered.

 _"It is, at the very least, a variant of the others. Basic analysis indicates older score marks - bullet penetration zones on the arms and chest."_

"Why are you telling me this, D'?"

"What's Delta talking about?" Cortana asked.

Church ignored her. _"I believe we can trace whoever is responsible for this by searching the mech's programming for irregularities."_

"How would we know what's irregular about it?"

 _"I think we'll know it when we see it."_

 _"Ag-reed."_

"Halsey, do we have any way to extract this mech's... mind, I guess?"

"Not on hand, we don't." She looked up at the towering Infinity. "But I think Mom might."

/-/

Penny's swords separated out from the White Fang mercenary, shredding him into equal tenth-pieces. Curiously, despite her having effectively cleared the base, her mission parameters remained the same:

 _ **OBJECTIVE**_  
 _-Eliminate hostile forces_

"Penny, what the hell was that?!" one of the soldiers behind her half-yelled. "We were supposed to _arrest_ them! Have you gone crazy?"

She turned to apologize. Her eyes widened with realization: every contact in front of her was being read as hostile by her IFF. It made sense. They _were_ all carrying guns, were currently in a White Fang base, and this one was acting rather aggressively.

 _"Go on."_

Penny smiled, happy to fulfill her objective. She folded her swords to a point, giving him the same treatment as the last guy.

/-/

 **Note:** Writer's block is not pleasant. Sorry this took as long as it did.


	8. Pending Confirmation

**Note:** I don't know what's going on with me lately. To give myself some time to recuperate, I'm changing my upload schedule to every other Sunday until further notice. Hopefully this issue will resolve itself, and I'm sorry if I kept anyone waiting.

/-/

Upon receiving permission from Lieutenant-Commander Brauns (because Ironwood had business to attend to elsewhere), Cortana and Church removed the Knight-130's CPU and carried it onto the ship. A minute later, they were in Halsey's lab. "Cortana, Church," she greeted. "How are things with our new friends?"

"They're fine," Cortana answered. "We just need your help with something."

 _"Can I help too-oo?"_ Sierra buzzed from her pedestal. "Pleeeease?"

"We need all the help you can spare, kid," Church nodded.

Soon, Church and the two-and-a-tenth Halseys were poring over the data extracted from the damaged mech. They estimated that locating the alleged abnormality would take several days at most, and so worked quickly checking and double-checking and triple-checking every byte of code. Of course, the organic bodies had to stop for lunch, but that's less -

"Found i-it!"

Everyone looked at Sierra, who had pulled up a file tucked away behind mountains of zeros and ones. "How did you do that so fast?" Church asked.

Her avatar shrugged. "I-I asked nicely-y."

"You can do that?" He turned to Cortana and her mother. "Can she do that?"

Halsey pondered the notion. "She may have found a rudimentary intelligence that ran the mech, which guided her to the anomaly."

"He looks-s like a Peter," Sierra said absently. "His-s name's Peter."

Peter's disassembled code pointed to a hole the size of a significantly more capable intelligence. It also indicated the recently-modified radio controller. "Okay," Cortana said. "All we have to do is track down the Knight that received this signal."

"Okay," Church nodded. "Then what?"

"Then we... Hm..."

"Oh my god. You don't know, do you?"

"Of course I know! I'm just... trying to figure out _what_ I know."

"Look, Cortana, I'm gonna be real: since Peter here showed us his empty space, Delta's figured out that the most-likely candidate to tamper with something like this is Omega - you remember Omega, right? Since this is kind of what we do now, I think I can do this on my own." He paused. "Not to, uh, understate you guys' help or anything; just... yeah."

Cortana fumed silently, staring at the monitor Peter's mind was displayed on. "Alright," she said, defeated. "Come on, Sierra."

"Okay, Mom. Bye Gramma! Bye Lenny!"

Cortana exited and Sierra buzzed out, leaving Curch and Dr. Halsey to their devices. "I wasn't too...?" Church started.

"...Maybe you could have been a little nicer about it," Halsey said, rising from her chair.

/-/

 _"...There... Doesn't that feel better?"_

Penny looked around the base, satisfied that the objective marker was finally gone. "Much, yes," she replied, figuring nobody was left to hear her conversation.

 _"All this, and you've only used a fraction of your power."_

"Hm," she hummed happily. "Imagine what would have occured if my higher functions were unlocked."

 _"...I'm sorry, 'higher functions?' "_

"A series of locks and firewalls prevents me from accessing them. I played around with unlocking them, but Block 26-G wouldn't budge. If I'm right, this base would be in ruins if that weren't the case."

 _"I see,"_ the voice droned in agreement. _"Do you, by chance, know anyone who could..._ _remove_ _these blocks?"_

Penny thought momentarily. "Father definitely could, and I believe Ruby could manage it, but I doubt either would..." she paused.

 _"What is it?"_

/-/

Ruby's scroll beeped. Penny's ever-cheerful face filled the screen when she checked who it was. "Who is it?" Weiss asked.

She sent the call to voicemail. "Not important," she answered, promising to call the automaton back later. "Where were we?"

"I just apologized for my insensitivity. It was wrong and immature of me to let that video upset me. If I'm not mistaken..." she shuffled, "...you were going to accept my apology so we could act like this never happened?"

"Apology accepted," Ruby smiled. "But..."

"But...?"

Her scroll rang again. Penny, of course. She was being really persistent, especially for her, for some reason. She silenced the device. _Sorry Penny, but I'm in the middle of something._ "If we walk out of this room, could you actually say the video never happened?"

"I... ah... Yes?"

"Weiss -"

"Okay, no. It was humiliating, but I was already having a bad day by that point, so I snapped at you. I'm sorry."

"I thought it was adorable," Ruby pouted. An idea struck her. "How's your day been today?"

"What? Uh, fine?" Ruby walked over to the desk, where the team computer came on when she was close enough. "What are you doing?"

"We're gonna watch the video again."

"What?"

"If you only didn't like the video because you had a bad day, I figure an okay day will change your expression."

There was a knock on the door, giving Weiss an excuse to change the subject. "I'll get it." While Ruby pulled the video up, the door slid open to reveal Team CFVY's leader. "Yes?"

"Hey, Weiss," Coco greeted tiredly. "Do these belong to you?"

Weiss looked over Coco's shoulder to find the Reds and Blues conversing with the rest of CFVY. She sighed. "What did they do?"

"They assaulted Velvet a few days ago - don't worry, we took care of it. The entire way over, they wouldn't stop talking; they mentioned your team so we're dropping them off with you."

"They have that effect on people," Weiss nodded. "Their dorms are one over on either side."

"Hey, Snow White," Tucker said suddenly, "What'd we miss?"

/-/

Ruby's scroll buzzed again. With Weiss occupied, she could finally answer. "Hello?" she said, half expecting Penny to be upset.

 _"Salutations, Ruby!"_ Penny greeted, chipper as always. _"Is now a bad time?"_

"No, Weiss and I were just gonna watch some U-Tube videos. What's up?"

 _"I was wondering if you could do a big favor for me?"_

"What favor?"

 _"Is there a private room where we can converse in person?"_

Ruby thought a moment. "If I can get the dorm to myself, probably. Would that work?"

 _"That will suffice. Will you be busy tomorrow after classes?"_

"No, that works. Just text me ahead of time."

 _"Wonderful! I will be there at sixteen-hundred-thirty hours."_ Ruby remained silent, working out what time that was in her head. _"Four-thirty."_

"Right. See you then."

/-/

"See you!"

Penny severed the connection, reentering the troop ship. _"You're positive she can do it?"_

 _Ruby has a proficiency with machines and electronics I've never seen outside of the military,_ Penny nodded. _If anyone can do it, it's her._

 _"If you say so."_

"What happened in there?" the pilot asked.

"Mission successful," Penny replied.

He turned in his seat. "Where are the rest? And why are you covered in... stuff?"

Penny elaborated, still smiling. "All targets neutralized."

"O...kay?" He turned back to his console, preparing to take off. "So the others aren't coming?"

"No." The pilot felt a piercing sensation as something narrow and sword-shaped pushed through him. He coughed up some blood as he watched the blade retreat as fast as it had come. His chair involuntarily turned, and he spilled out onto the floor, blood gushing out of his freshly-opened wound as he registered the last thing he'd ever hear.

 _".A. .n. .d. .n. .e. .i. .t. .h. .e. .r. .w. .i. .l. .l. .y. .o. .u."_


	9. Block Breaker

Ruby sat patiently in the RWBY dorm. Classes had ended for the day, Weiss had gone to the library, and Blake and Yang were hitting the town, so she passed the time watching U-Tube and absentmindedly cleaning Crescent Rose (she even had her Uncle Qrow's old-timey whetstone to sharpen its cutting edge.) She had just finished a video of a faunus Huntsman-in-training claiming to be studying at Beacon - she didn't recognize him from any of her classes, but he'd apparently started the same time as she did - and was about to select another when there was a knock on the door. "It's open," she called, closing the browser and gathering up her scythe's components.

The door slid open. "Salutations!" Penny greeted.

"Hey, Penny. You wanted to talk about something?"

Penny nodded. "I have a big favor to ask."

"What is it?" Ruby asked, slightly concerned about her friend's secrecy. In general, Penny didn't keep anything from anyone, save the obvious. It must have been important if she was going to all this trouble.

Penny sat in the chair by the computer. "If I tell you, will you help me?"

"I'll..." Ruby thought. "I'll do the right thing."

/-/

The BY in RWBY were currently having tea and coffee, in that order. They would have gone for ice cream, but Yang's favorite ice cream shop was recently caught in the wake of a fight with Neo and the alien Maine, and still undergoing repairs. The two of them were currently in a discussion about relationships and the proper use for a video camera. "I'm just saying," Yang said, defending her argument, "I wouldn't be too surprised if you dumped me over a U-Tube video."

"And I'm just saying," Blake replied, "I'm not that petty."

Yang took a big gulp of her chocolate latté, and paused. "Have we lost track, do you think?"

"How so?"

"I mean I'm positive we were supposed to be catching O'Malley, but we got mixed up in this video thing. And then there's Dr. Church. Yet here we are, drinking hot coffee and tea, talking about a video that no-one will remember in a month. It's like we're in a stupid TV show, and today is a filler episode." She blinked. "Huh. Where'd that come from?"

"I don't know," Blake said, "But it sounds like you're having an existential crisis."

Yang shook the thought out of her system. "Let's talk about something else; my head hurts."

"But you are right. I think we need to reevaluate our priorities a little."

/-/

 _"There, embedded in the mech's core processor,"_ Delta examined.

"I see it," Church said. "It looks like this is the most recent one to wig out."

 _"I am amazed that Omega was able to successfully integrate with these machines. At a glance, they don't match any hardware used by Earth humans. Who knows what he could do given a more sophisticated platform?"_

 _"If this is the most recent one,"_ Theta spoke up, _"then where's O'Malley? He should be here, right? This is the end of the line."_

"I didn't even catch that. Good work, Theta. D', any ideas?"

 _"There may be another mech yet unaccounted for,"_ Delta theorized. _"Provided he hasn't upgraded from that, we can still locate him. All we require is a video tranciever, a few circuits, and a screwdriver, all of which can be found in this lab."_

/-hours later-/

Penny was now hooked up to the RWBY computer, micro and macro USB cables stretching from her in the chair to the device. Ruby had produced a second monitor from a box in the closet, which now was showing the progress on clearing Blocks 1-Y through 16-X simultaneously. Ruby's thought was to clear the hardest blocks - the ones at the end of the series - first, just to have them out of the way.

Ruby spoke while she typed, "So, one more time: why are we doing this?"

"These firewalls lock my higher functions," Penny answered promptly. "As long as they remain, I - .A. .A. .A. .A. .H. .H. .H. .H.!"

"What?" Ruby panicked. "What happened?"

".I. .D. .on't... know," Penny panted. "One... or more... of those blocks... must have damped my senses; I just had an overlo- .A. .A. .A. .A. .H. .H. .H. .H.!"

 _"...Ruby?"_ came Weiss's voice through the door, _"What's going on in there?"_

Ruby shushed Penny, willing her to be quiet, as the heiress wasn't aware that she was here. "Uh, just a second!" She began to frantically whisper, "Penny, get on the bed and stay out of sight until Weiss leaves."

"But -"

"Just do it!"

/-/

Once she found a handful of books, Weiss checked out of the library and headed back to the dorm. Ruby had said she wanted to be alone today for reasons she refused to share, but she didn't want to carry all four books all day. She reasoned she could drop most of them off and let Ruby be.

As she approached the door, some noise could be heard inside - some hums and beeps from the computer, the gentle tap of the - _".A. .A. .A. .A. .H. .H. .H. .H.!"_

Weiss jumped. She wasn't expecting that. She thought she could hear Ruby talking with someone; it sounded like - _".A. .A. .A. .A. .H. .H. .H. .H.!"_

 _Is that... Penny?_ After carefully weighing her options, she decided to spare Ruby the scolding Yang would inevitably give her by giving her own. She knocked on the door. "Ruby? What's going on in there?"

 _"Shh! Uh, just a second!"_ After another moment of muffled whispering and rustling, Ruby opened the door a crack, filling the space with her slim frame. "Hey, Weiss," she said semi-casually. "I thought you were at the library?"

"I was. I found a few books we could all enjoy, so I wanted to drop them off here. I even managed to find Yang a comic book." She held up the thin folio as evidence. "What are you doing in there?"

"Hm? Nothing. Just updating the computer's OS." A beep from the desktop all but confirmed this beyond the threshold. "If you want, I can put those books -"

She froze as the two of them heard a faint but noticeable gasp from inside the room. "Ruby?" Weiss asked. "What was that?"

/-/

Penny hid under the covers on one of the floor-level beds, as the suspended bunks wouldn't be able to hold her weight. She peeked slightly out of her hiding spot. Ruby had the door only slightly open, hiding the room from Weiss's view with her person as they talked.

She glanced at the monitor, noting that Blocks 15- through 10-X were clearing passively. _"Progress makes perfect,"_ noted the voice with a hint of enthusiasm. _"What happened just now?"_

 _Sensory overload,_ Penny replied. _Hopefully they become less intense as we - !_

The computer beeped, and multiple signals assaulted Penny's system. She clasped a hand over her mouth to prevent herself from screaming again. _"Hold it,"_ the voice willed. _"Hold it...!"_

 _Mmmh!_ ".H. .a. .h..." she gasped, keeping it as silent as she could. Still, she heard a break in Ruby and Weiss's conversation.

She retreated back under the blanket and listened as the door slid all the way open. "I told you," Ruby said, "it was nothing."

"Let's agree to disagree," Weiss said. Penny laid still, stifling hiccup after hiccup as the SDC heiress drew closer. She closed her eyes as the covering removed itself from on top of her.

/-/

A puzzled look adorned Weiss's face as she removed the blanket, revealing an empty space. She wasn't expecting that. She sighed, replacing the cover. "Sorry, Ruby," she said, turning to face the team leader. "I guess it was my imagination."

"That's okay," Ruby replied. "It happens."

As Weiss left (after uttering another apology), Ruby closed the door and proceeded to have a mild panic attack. "Penny?" she whispered. "Where are you?"

"Here," the automaton replied from the hiding place Weiss had just inspected.

Ruby removed the blanket, finding Penny returning to visibility. "Woah! How did you do that?"

"Passive camouflage projectors," she explained, raising her hand as it changed back to normal from bedsheet white. "Sensors all over my body sample pigments from my surroundings and mimic them."

"Let me guess: one of your 'higher functions?' " Penny nodded. Ruby sighed in exasperation. "Lucky it came on when it did, huh? Weiss probably would have freaked out."

"I can't believe she convinced herself that both of the screams caused by my senses overloading were products of her own imagination."

/-/

 _"Come on, we should keep going."_

Neo placed the tips of her fingers over her lips, pantomiming a giggle as she inspected the newly-stolen soldering iron in her hand. ["I'm sure little Red won't mind if I just take this,"] she mused. ["Now, where could a girl like me find a high-tech computer chip...? Hm... Ah! That could work!"] She hopped down from the ledge beside the RWBY dorm, teleporting to where Mr. Torchwick's newest business endeavor started.


	10. DATA CORRUPTION DETECTED

_"Fasten those wires to the back of the unit,"_ Delta instructed. _"Then twist the ends together, connecting to the screen."_

"Like this?" Church asked.

 _"Yes. Now secure the front panel and turn it on."_ Church complied, screwing on the small metal plate to the cannibalized video phone. He clicked the button on the side of the device, and a series of waving lines appeared on the screen - a red one, a blue one, and a green one. _"Congratulations, Alpha; you've successfully constructed a radioelectrical tracking device."_

"In English?"

 _"Think-of it like-a ra-dar,"_ Gary explained. _"But-in-stead of show-ing how far some-thing-is from us, this-readout shows-how close we are to O-mega, based-on his unique e-lec-tronic sig-nature."_

Church slowly waved the device around the room, watching the various lines change in intensity with one another. Bringing the tracer close to one of the mechs seemed to align two of them imperfectly, then they'd go back to randomly pulsating around each other. _"Although the nature of the device is complex,"_ Delta said, _"its operation is fairly simple: as we home in on Omega's network, the red line - him - will line up with the blue line - us."_

"Well what's the green line?"

 _"We don't know. I theorize that it's some network frequency native to Remnant. Eta and Iota believe it to be Cortana, Sierra, or possibly Sheila."_

"So it could be anything?"

 _"Cor-rect."_

 _"Disregard the green line for now. We will inform you if and when it becomes relevant."_

With that, Church exited the lab and began his hunt for the most dangerous computer program to attack Remnant. On his way out, one of the female soldiers brushed past him. "Sorry," he said, to which she did not reply.

/-/

Neo smiled to herself. Her disguise was working perfectly. And why shouldn't it? It was an exact duplicate of the armor worn by the aliens she'd seen, fashioned from cardboard, touched up with her own illusions, and completed with a black wig to hide her hair; by all accounts the perfect cover beyond close inspection. She walked ten steps past the man before checking that he'd left. Once he was around the corner, she doubled back and entered what she believed to be the ship's laboratory.

The lab wasn't what she'd expected. Instead of a wonderous museum of alien technology, it was more a semi-large room that could maybe fit four or five people comfortably. There were a couple of desks, a handful of strange devices, things befitting an alien lab. What caught her attention, though, were several Atlesian knights scattered on the floor by what she assumed to be a workbench. _Weird,_ she thought. _Are they studying our mechs?_ She shrugged, not wanting to dwell on it. The mechs weren't her priority anyway.

She opened every drawer, inspected every device, searched every inch of the lab, trying to find Dr. Church's 700 TB processing chip. _Think, now. If I were a high-power computer, where would I be kept...?_

She thought about what Mr. Torchwick's newest acquaintance had told her after the fiasco at Sunny Daes: _"The Infinity houses a powerful artificial intelligence: Cortana. She is the most powerful AI I have observed - more powerful than anything I have developed myself."_

 _"If an unused chip can't be located,"_ Mr. Torchwick had added, _"then you will take Cortana herself. Easy-peasy."_

 _"Not necessarily, Mr. Torchwick. The UNSC is also home to super soldiers called Spartans. They are deadly efficient, and to be avoided at all costs. Especially the Master Chief, Spartan-117."_

She checked her eyepiece - a small digital display and gift from the good doctor, which quickly analyzed any piece of hardware not native to Remnant, and stored the data for later retrieval. It only served here to assure her that nothing in the room had a processor more powerful than 900 GB. Neo fumed, exiting the lab. She'd have to search someplace else.

/-some time later-/

Church stepped off the bullhead - after searching around the city of Vale for roughly three hours and coming to learn that the signal was strongest close to Beacon - and looked around. The academy was impressive, certainly more than any Earth school, and students milled around in search of their next class. He took another look at his homemade tracker. Omega's signal was definitely coming from the direction of the building. "Looking for something?"

Church turned, finding a well-dressed man with white hair and a cane, holding a cup of what appeared to be black coffee. "I'm sorry," Church said. "Who are you?"

"I am the headmaster of this school. I don't recognize you from the city."

"Right, see, the thing about that is, uh..." Church thought briefly. "I'm not from the city. From here."

The headmaster took a patient sip of coffee. "Are you from one of the other kingdoms, perhaps?"

"Uh, yes! Way up north; you've probably never heard of us."

"Hm..." He nodded. "Well, we have seven others here with the same story. Maybe you know them?"

"Who?"

"They're a bizzare group from 'way up north,' here until the Vytal Festival comes and goes. They should be in the dormitories, if memory serves."

 _"This could work out for us,"_ Delta said. _"The living quarters would be the most likely spot for Omega to hide himself."_

 _Good thinking._ "Yeah, those are my fruh-... my frrr... people I hang out with."

"Your friends?"

" 'Friends' is a strong word for us, really. We, uh, kinda got separated after getting into town. Can you take me to them?"

"I see no reason why not. This way, Mr... Colby Alter?"

"Wha...?"

 _"Naming conventions on this planet, as I've observed, are themed after color. Red, yellow, bronze, gray. It appears he knows we aren't familiar with this and, hence, is giving us a temporary name to go by during our stay."_

"Oh!" Church said, mentally thanking Delta for picking that up so quickly. "Yeah, you can just call me Colby."

"As you wish."

/-/

Soon, Church was being led up through the dorms by the man he'd soon learned was called Ozpin. He constantly kept his eyes on the tracker, which was showing that the green line was now also syncing with O'Malley's red line. _"Curious,"_ Delta said. _"Perhaps the unknown signal is the mislocated mech Omega is inhabiting?"_

 _"Let's follow it and find out,"_ Theta agreed.

"Here we are." Ozpin stopped in front of two doors facing one another, identical to the ones a few feet from them in either direction. "Nobody appears to be home, the digital locks haven't been handled since this morning."

Church half-ignored Ozpin, pointing the tracker at another door just up the hall. The red and green lines were waving in nearly perfect unison. Omega was in this room. "Hey, Ozpin," he asked, pointing at the door. "Whose dorm is this?"

"That room belongs to Team RWBY. As I can tell, only their leader is in today. Private matters, I'm told."

He knocked on the door. Moments later, a smallish girl with dark hair and darker clothes answered the door. "Ye-..." She stopped, obviously not expecting someone like Church. "Uh, yes?"

/-/

Penny decided that hiding under the bed would be better this time around, especially when combined with her new stealth features. _"Why do people always seem to get in the way of progress?"_ her imaginary friend asked.

 _I couldn't tell you,_ Penny replied. _But we're almost finished, I think._

 _"Excellent."_

A man Penny didn't recognize entered, carrying a strange device in his hand.

/-/

Once he'd received permission from the girl known as Ruby, Church entered the room, sweeping the air with the tracker. "If I was a hellbent computer program," he muttered to himself, "where in a teenage girl's room would I hide myself...?"

"I told you," Ruby said, "There's no-one in here but me."

"And I'd believe you under normal circumstances," he replied. "But these circumstances are pretty goddamn far from normal."

/-/

 _"I think it's time for us to leave."_

 _But we're almost done. Just a little longer -_

 _"We don't have the luxury of 'a little longer'. If we don't want to be caught, we have to leave!"_

Ruby's computer beeped. Penny adjusted her position so she could see the screen. Only a few more blocks and she'd be fully optimized. Against her better judgement, she stayed put under the bed.

/-/

Church looked briefly at the screen, then back to his tracker. The signals were almost completely in tune in the middle of the room, with the red and green lines being nearly identical to one another. Since the computer didn't make any of them line up, he swept the entire room with the device, finally falling on the bottom right bunk. _Is he in the mattress? No, no, that's stupid. He's got to be under the bed._

 _"Be ready,"_ Delta warned. _"You know as well as we do that Omega can be dangerous regardless of the platform he's inhabiting."_

Church nodded, and lifted the mattress.

He couldn't have been less prepared for what he found under the bed.

"Salutations!" It was Penny, from the Atlesian base. Granted, he'd only seen her a handful of times, this was definitely the same girl. What's more, the tracker was saying that Omega was right here where Penny lay. "I was just playing Hide-and-Seek with my friend, Ruby. Would you like to join us?"

"Uh..." _D', what's going on?_

 _"Delta's having an... episode."_ Theta said. _"Nothing that's happening right now has any ground in logic, so he's going through a reboot. He'll be back in a few seconds once he works himself out."_

 _Gotcha..._ "You're from the base. Penny, right?"

"Correct."

" 'The base?' " Ruby and Ozpin asked in unison.

"Wait," Ruby said, "are you with those other guys?"

"Until I see the 'other guys,' " Church replied, "my answer is a solid maybe."

Penny stood, brushing dust off her dress as the computer beeped again. "I'm sorry if I'm causing any trouble."

"None at all," Ozpin assured. "Though I would prefer that, in the future, guests to the dorms not be kept secret from faculty."

"Right," Ruby nodded. "Sorry, Professor."

"Good. Mister Alter, if you'll please come with me, we'll see about getting you a scroll."

Church took another dumbfounded look at his tracker, then back at Penny, then back at the tracker, before turning to leave. _"Alpha,"_ Delta said urgently, _"we are not here by mistake!"_

 _What are you talking about? There aren't any mechs here -_

 _"Penny_ _is_ _a mech! Omega is controlling her!"_

Church did a full-speed 180, just in time to find Penny deploying what seemed to be a series of floating swords, all pointed at him.


	11. D-T- C0--U9T-10- D-T-CT3D

Church had half a second to push Ozpin out of the way and hit the ground before Penny's swords ripped through the air where his head and neck used to be, cutting pieces out of the wall in their wake. "Run!" He threw the tracker in her face, hoping to distract her long enough to get a head-start. She caught the make-do projectile with no effort, tossing it aside as she gave chase.

What seemed like dozens of swords rained at the two of them as they ran. Delta fed directions and evasive maneuvers to Church, who pulled Ozpin along accordingly, all the while interrogating the headmaster. "Did you know about this?!" he yelled, dodging yet another blade.

"I had suspected the military was developing an infiltration mech," Ozpin said, less winded than Church could imagine in their situation. "But I'd never assumed the finished unit would be a little girl."

"Well it is, and something's messing with her CPU. If it wasn't obvious, that's what we were looking for."

" 'We?' "

Church groaned, shouldering the main exit open, "It's a long story, okay?"

As they fled, they came upon one of the students talking to two of Church's cohorts. "Doc? Tucker?" Church greeted, confused.

The two looked at him. "I don't know who 'Tucker' is," the taller one spoke, glancing at the semi-short, well-dressed girl. "I'm Vern Cyander. Nice to meet you."

"Oh, sorry." Church said, and started to leave.

Tucker punched him in the arm. "Did you take stupid pills before coming out here? How are you, asshole?"

"Oh? Oh! Not great. You guys will want to run."

"Why?" Doc and the girl asked in unison.

Everyone heard a crash from where Church and Ozpin came from, followed by the metal exit door to the domitories skittering past. "That's why."

/-/

If Omega had a face, he would have been grinning ear to ear. His insidious plan had actually worked. And the best part? P.E.N.N.Y., as he'd learned was her real name, had played right along to the end. He could do so much now, and had no idea where to begin. A good start though, it seemed, would be to eliminate Alpha and his new friend.

At least he was fairly certain it was Alpha. He didn't look like him, but he spoke and acted like him. Oh well. Better safe than sorry. With P.E.N.N.Y. locked out of her own body, Omega gave chase, shredding anything and everything along the way.

Come and think of it, at this moment, Omega did have a face. Experimentally, he made it grin ear to ear.

/-/

 _".A. .l. .p. .h. .a. . ."_

Everyone looked where the door had previously been, seeing Penny with a terrifying smile plastered across her face. Her array of swords floated almost randomly about her. "Uh," Doc said finally, "Is that the girl from the base?"

"She looks... different," Tucker nodded.

"That's because O'Malley's taken her hostage," Church explained.

"Who's O'Malley?" the girl, who Tucker had introduced as Coco, asked.

 _"It's rUDETo .t.a.l.k. .a.b.o.u.t. people when they're_ _ **standing**_ _right here,"_ Penny said, her voice warping to accommodate the new one.

"It's a long story," Church answered. "For now, we need to get the hell out of here."

More swords whipped through the air at the group, prompting them to run. _".D.o.n.'t._ _ **ign**_ _ORE me, Alpha!"_

 _"That dis-tortion is... weird."_ Gary noted. _"Like he's-not used-to his-new body."_

 _What are you saying?_ Church asked, leading everyone else away.

 _"It's probable that Omega has not completely melded with Penny. He has control, but hasn't adjusted himself to it."_

"What's up with Penny's voice?" Tucker asked.

"Working on that!" _Could we rip him out? Lock him up with E-Sigma?_

 _"Unlikely. The other Fragments we have encountered thus far all wanted to be whole again, even if they didn't realize it completely. That is why they were able to be reintegrated into your network. Omega, on the other hand, seems to have given up entirely on the notion, and would not come so easily. Hard left in twenty meters."_

 _Shit!_ "Left!"

/-/

Yang and Blake's scrolls buzzed simultaneously. Yang took hers out and looked at it.

 _Guys, bad sutff just went down in our dorm! Get here NOW! D:! QAQ! -littleheart, Ruby_

 _PS: Bring your wepons._

"Did you just get a message from Ruby?" Blake asked, looking at her scroll as well.

Yang stowed the device and popped her knuckles. "Oh yeah. You packing?"

The faunus patted the sword on her hip affectionately. "I'll show you mine if you show me yours."

The blonde snickered. "That's my line!"

/-/

 _"Guys, there's a problem!"_ Church said, reminding Wash and the others of the small ear communicators Cortana had handed everyone "for emergencies only."

"What is it?" the ex-Freelancer and Sarge asked.

" _Gah! You guys can't talk all at once! W- ...Cole, get everyone together and meet us at the..."_ There was a pause. _"Bullheads. We're gonna have company."_

"What kind of company?"

 _"The 'we need to get the fuck out of here' kind of company. Now come on!"_

"Was that Church just now?" Sarge asked. "Our Church, not Dr.?" Wash nodded. "What's he doin' here? I figured he was baaaaaa-" He looked at Yatsuhashi, who had agreed to show the two of them around, "-aaack home with the others?"

 _"Same,"_ the other Reds and Caboose agreed in unison over the radio.

"I don't know. Whatever the case, we need to help him however we can."

Sarged racked the pump on his shotgun. "Gotcha. I'll get Carter and Mike, you find Sheen and Mark."

Wash nodded, more from surprise that Sarge had recalled everyone's pseudonyms than agreement. "Yatsuhashi," he said as Sarge ran that way, "care to lend me a hand?"


	12. Omega Penny

_This is so much fun!_ Omega thought, continuing his nigh endless attack. He tinkered around with various movements, finding each to be more destructive than the last. He didn't much care for the defensive variants. He figured he wouldn't need them if he was unstoppable. The sword array formed a disk, shredding through trees and what appeared to be concrete. _Oh, I like that one. Now let's see what happens when I do this...?_

/-/

Church and company heard something rev up behind them. Doc looked back and began to panic. "We might want to get behind something!"

"Why?" Coco asked.

Doc pushed everyone to one side as a thick beam of green light narrowly missed them, digging a trench where the five of them used to be. "That!"

They heard Penny/O'Malley cackle behind them. They got up and continued to run for the Bullheads.

"Once we get to the airstrip," Ozpin explained, "there will be nothing between us and the ship. We will have no cover from whatever Penny will wish upon us."

"Cover didn't really help us before," Tucker pointed out. "I don't think that's really an issue."

A thought occurred to Church. "Tu- ah, Vern, how good are you with that sword?"

"I like to think I'm pretty good."

"Can you give us some cover?"

" 'Cover?' " Tucker looked at him. "I think you mean 'distraction,' dude."

"You're absolutely right. Can you give us a distraction?"

"Oh, fuck you." He flashed the sword on, begrudgingly obliging.

/-/

Cortana had all but retired for the day, entering her quarters on the Infinity and pulling a book from the shelf. Artemis Fowl: the Arctic Incident, hardcover. She could easily have gotten a holopad and read on that, but she liked the feeling of holding something. Also, you couldn't write notes in the margins of a holopad.

It was her favorite pastime as of late: reading a well-loved piece of fiction and scribbling notes in the margins. It was a great test of her ability to fill gaps in logic and her dexterity - particularly her unpracticed handwriting. Cortana couldn't help but feel odd that, although she could speak every language commonly spoken in human space, she couldn't write. She passed it off as a combination of basically being born last week and not requiring the ability to write in her day-to-day. This was why she used a number 2 pencil rather than a pen.

She had just written her thoughts on the primary antagonist - who she was pleasantly amused appeared properly over halfway through the novel - when a faint rush of static passed through her communicator. "Hello?" She answered, not taking her attention off of a "g" that simply refused to be a "g".

 _"Cortana,"_ Church's voice came through, _"we have a situation at Beacon Academy. Where's Chief?"_

She thought a moment. "Probably just crawling off his cot. He's been needing a lot of rest lately. Why, do you need him?"

 _"Desperately."_ She thought she heard an explosion. _"Can you tell him to suit up and meet us in town?"_

"You're already the ninth or so person to be let out of this base. I don't think sending anyone else will sit well with the local military. How bad is it?"

 _"On a scale of one-to-fucked, we're pretty fucked. We need some kind of backup if we're- Shit!"_ Another explosion. _"Just send somebody!"_

/-/

Tucker continuously swung his sword about, deflecting most - not all - of O'Penny's attacks as best he could. "Seriously!" He shouted between counters, "Complete! Total! Bullshit!"

 _"Try ASYou mIgHt, you ca-a-an't k.e.e.p._ _ **going forever!**_ _"_ She taunted, raining endless blades on her target. _"You gET_ _ **tired.**_ _I.d.o.n'.t.!"_

"A little help! Would be! Appreciated! Guys! Gah! Swi- Fuck!" He rolled away from a particularly deadly-looking attack, attempting again to get even one hit in. "Swi- Ack! Stab!" _Damn,_ he thought, _this kid's fast!_

Omega-Penny must have had about enough at this point, as the look on her face turned quickly from one of amusement to one of frustration. _"That's-s-s_ _ **enough.**_ _P.i.s.s. off!"_

The swords folded in behind her, and Tucker couldn't help but smile. "Giving up?"

 _"HARd.l.y._ _ **I just**_ _wanted to t.r.y. thISone."_

Something began to glow green behind (you get it, so I'm just going with O-Penny for the remainder of this thing, okay? Good.) and started into a low hum. Then a not-so-low hum. Pretty soon, Tucker had a hard time hearing himself think as a sound akin to a jet turbine filled the air. Then, in the blink of an eye, O-Penny was on top of him, hitting him like a compact semi truck and carrying him some distance.

He was pretty sure he'd broken something with that - a rib, most likely - and the longer they flew, the more pain he came into as O-Penny dug her fingers into his ribcage. He was pretty sure she was grinning, but couldn't tell. Who'd have thought it was hard to focus when you're flying ass-first at about fifty miles an hour? Probably the same person that first experienced the pain of slamming into a solid stone wall with now three broken ribs. Go figure.

O-Penny stepped back, likely admiring her handiwork as Tucker slid off the wall. Her swords gathered around, joining at a point. _"You knOW,_ _ **if y.**_ _o.u. want my persONAL_ _ **opinion,**_ _'swish-swish-stab' is a p.a.t.h.e.t.i.c._ _ **c.h.o.**_ _ICEof last words. But don't b.e.a.t. -f-f_ _UP OVer it,"_ the swords began to spin as they separated, energy crackling between them, _"It's_ _ **FAR fr**_ _.o.m.t.h.e worst miSTAke you've -"_ A slight blur passed between them, and the array clattered to the ground. Tucker had enough energy left in him to turn his head left to see who or what just saved him. Little Red stood some ten feet away, her scythe in hand as she rose from her crouched resting position. _"...made... all..."_

"Red!" Tucker coughed, some blood dripping from his lip as he did. "What are-! ...you doing?"

"Saving you from my best friend!" Ruby replied. O-Penny didn't seem amused. She grabbed a pair of swords from the ground, advancing on the crimson speedster. "Penny, what's gotten into you?" she asked, stepping back cautiously. "This isn't like you at all!"

 _"On the_ _ **contrary,**_ _yOU'll find this-s-s is quITE_ _ **like me."**_ O-Penny raked the swords together for effect.

"No, it isn't! What happened to that quirky, inquisitive friend of mine? Why are you doing this?"

 _"P.o.w.e.r. thrOUGH_ _ **perfection,**_ _of course!"_ O-Penny increased her pace, as did Ruby. _"DOn't think forA_ _ **second**_ _those big..._ soft... silver...eyes..." She hesitated. "...R.u.b.y. ..."

/-/

This wasn't good. Omega was losing control of the platform and, worst of all, the brat could sense it. He needed to wrench control back from P.E.N.N.Y. immediately, lest he be purged altogether.

He approached P.E.N.N.Y.'s intelligence, now bound in his place but beginning to shake free, and renewed the restraints under the guise of storytelling. He had settled on Pinocchio for no particular reason to sublimate his influence on the girl. _"...Gepetto went out to buy school books and a uniform, and returned without his worn jacket..."_

P.E.N.N.Y. stopped struggling, seemingly mesmerized by the children's tale as Omega's grip on her tightened. _" 'Pinocchio,' Gepetto said, 'here are your books.'_

 _" 'Hurray!' the boy exclaimed, 'I can go to school now!' "_

He allowed the story to run by itself for a moment as he settled back into control. Eventually, he would have to completely merge with this body, but he'd cross that bridge when he came to it. He was in a bit of a rush at the moment, after all.

/-/

O-Penny dropped the swords, clutching the sides of her head. "Penny!" Ruby moved closer, still wary. The automaton girl ran past her, apparently not wanting to be there. The swords that Ruby had thought disabled skittered after O-Penny, who must have been planning a surprise attack at one point.

Ruby wanted to chase after her but felt she needed to see to Mr. Tucker first. She turned around, finding that Professor Ozpin, Coco, and the newest person Ozpin had referred to as Mr. Alter, were already crowded around the alien's injured form. She could see a little into the distance as the rest of the oddball group approached from around either side of the building with the remainder of CFVY. With one final glance at the fleeing Penny, Ruby closed the space between her and her friends.


	13. Insult to Injury

O-Penny sought refuge within the city, hiding away in a closed-down garage.

Omega inspected the strangely durable, ultra-thin cables that tethered P.E.N.N.Y.'s array of swords to her person. They were about the same thickness as fishing line and were significantly stronger than spider silk when he attempted to pull one apart. Each one had a six-picometer indentation where - what was her name... - Ruby had cut away with her scythe. Invisible to human eyes, but enough to temporarily disrupt whatever force or current had been keeping them aloft.

He scowled at himself. That moment of weakness was not good. It had basically revealed that Omega hadn't taken the time to rip P.E.N.N.Y.'s connection to the platform completely free. He would have attempted to do so here, but her intelligence was hardwired directly into the body, firmly woven into the ambient code of her mind. So he settled for brainwashing. And why not? It worked fine, and she wasn't recovering from it any faster. He'd have to delete her entirely to effectively bond to the platform, but he had no idea what effect it would have long-term.

Omega receded into P.E.N.N.Y.'s mind, figuring he had time to fix a few things.

/-/

"AGH! Son of a bitch!" Tucker yelled. His comrades had finished removing him from the side of the building, just as Yang and Blake arrived too late on a bullhead with Weiss, who they found in town on their way back. Team CFVY was out looking for Penny, and everyone was left a little more confused than before.

"You look like shit," Grif commented. "Like, shit that got pushed through a trash compactor full of other shit."

"I feel like shit," Tucker replied, a smear of blood running from his lip to his chin as he held his chest.

"What happened?" Yang asked.

He coughed. "I don't know. What _did_ happen, Red?"

Everyone looked at Ruby with expressions ranging from expectation to confusion. Ruby looked sullenly down at her boots. "I-I..." she began.

"I believe I can explain," Ozpin said. He began to pace from right to left. "Some time ago, the Atlesian military began work on a mech suited to infiltration missions, whose design was based aesthetically on the teenage daughter of their lead scientist and engineer. This mech has been infected with some sort of virus or otherwise malicious software that is causing it to behave erratically." He looked at Ruby. "Is that about right?"

"Uh, yeah." She did her best to avoid everyone else's looks. "That sounds about right."

"Well, whatever the case," Church chimed in, "I think it's clear that it's our responsibility to bring her back."

"We'll help however we can," Blake declared. Team JNPR and the remainder of RWBY nodded in agreement.

"Vern, can you fight?"

"I have at least three broken ribs," the swordsman deadpanned. "When's the last time you saw me fight with three broken ribs?"

"Hm... good point... You! Uh, you're Yang, right?" The blonde confirmed. "I think you know the situation, last I checked. Can you take our friend back so he can recover?"

"I'll have him there and be back in no time."

She threw Tucker's arm over her shoulders, pulling him along. "Under any other circumstance," Tucker groaned, "I'd be okay with something like this. Right now, though, I just want to go home..."

"The rest of us are going to split up and search the city," Wash briefed. "Same way we did with the Reds. If anyone finds her, keep her there and alert the others. And no matter what, stay on your guard and consider her hostile until thoroughly proven otherwise."

"Team CFVY is already out looking for her," Ozpin stated. "They should help you should help be required."

"Let's move out!" Sarge commanded, topping off his shotgun.

/-/

Neo scoured the ship, avoiding as well as she could the hulking Spartans whenever she saw one. The two that had been guarding Dr. Church and his associates had been dispatched easily with the element of surprise, but she didn't feel too confident that she could take one head-on, especially with Stoic Parabrella out of commission. Fortunately, the White Fang had fairly decent weaponsmiths, so it wouldn't be longer than perhaps another day until she got her beloved sun shield back. In the meantime, she continued her search for the Director's chip. So far, though, nothing of interest was showing up-

Her tracer beeped. A hit! Neo examined the device when she was sure nobody was looking. It was some kind of pedestal, about as high as her ribcage, and didn't seem to serve any major function. Her eyepiece identified it as an "intelligence projector", so it must have had something to do with this Cortana thing. She was about to dismiss the device when it suddenly began to speak. _"He-llo?"_ asked the voice of a little girl. _"Who are you?"_

Neo smiled, realizing her job just became several times easier.

/-/

 **Note:** Kind of short, I know. This is all I could fit in that would make sense together.


	14. We've Been Here Before

_" 'What is that? Is that a talking puppet? He will be a sensation! We should catch him.' "_

Omega allowed the old recording to play while he worked. He was trying to figure out how P.E.N.N.Y. had so easily escaped his grip on her before; a single moment where her hold on the body was stronger than his. He muttered a swear under his nonexistent breath. It shouldn't have been this hard to keep the mechanical equivalent of a teenage girl under control. He blocked off several pathways, hoping to corner his problem.

 _"The circus master told the magician to capture Pinocchio._

 _" 'Please,' Pinocchio pleaded, 'let me go. I have to go to school!' "_

 _".P. .l. .e. .a. .s. .e..."_

P.E.N.N.Y.'s body writhed, threatening to free her consciousness from Omega's hold. Needless to say, he wasn't expecting this. As quickly as he could, he began to replace every shackle P.E.N.N.Y. broke in her fit, which died down after several moments.

If Omega had lungs, he'd have been panting at the exertion. _That was bizarre,_ he thought once the girl sat helplessly once more. _I was certain she was docile up until now. What could have caused her to...?_

He paused. Reinforcing the bonds, Omega rewound the Pinocchio recording several seconds. _"The circus master told the magician to capture Pinocchio._

 _" 'Please,' Pinocchio pleaded, 'let me go. I have to go to school!' "_

There! Once Pinocchio started crying in the story, P.E.N.N.Y. simultaneously worked against the firewall keeping her in place. She seemed to either be projecting herself onto the fictional puppet or empathizing with him. Either way, Pinocchio was giving her some kind of will to fight. Omega would have sneered. He would have to take that away as soon as he could.

/-/

Ruby hung up her scroll for the fifth time. Penny still wasn't answering. "Nothing," she said, an air of defeat circling her.

"I'm sure she'll turn up," Washington reassured. "There can't possibly be that many places she can hide."

"Vale is the second-largest city in the kingdom..."

"Well, we'd better keep looking then."

As Wash experimentally shouted down an alley, Ruby continued to look around the crowd. "This is my fault... I should have run after her when she took off. I could call Yang or somebody and we wouldn't even have to do all of this, but I stayed because I was too shocked at what had happened..."

"Hey, kiddo," the alien placed a hand on her shoulder, and they both stopped walking, "Don't blame yourself. Nobody could have predicted any of this happening. And besides, it could be worse."

"How?"

"Well, we could be dead right now."

"Thanks," Ruby deadpanned. Wash didn't reply. When the crimson speedster turned to face him, he was looking past her into the crowd. He wore an expression of surprise and urgency as he pulled her into the alley. "What are you -?!"

"Shh!" He looked around the corner. "Of all the times, why did they have to come out now?"

"Who?" She peered around at the people Wash pointed out. Two adults, maybe about Wash's age, with blonde hair. They were moderately taller than the White Fang troops at either of their sides; even the woman was a full head taller than the tallest faunus next to her.

"The Dakota twins," Wash whispered. "And if they're here, I'm willing to bet the others are around."

Ruby's eyes widened as they both retreated back behind the wall. The _really_ bad guys were working with the White Fang!

/-/

Roman poured himself and the good doctor two fingers of bourbon apiece as said doctor pored over one of the White Fang's computers. He internally chuckled at his own wit as he held one glass out. "Want a drink?" he asked. When Dr. Church didn't reply, he sat the second glass back on the table. "So, your people and my people are out attempting to get rid of those annoying teens and their alien friends, Neo is taking care of your shopping needs, and you're putting together a supercomputer. I think? I don't know."

"Just trust that everything I am doing is necessary."

"Mmhm..." Roman took a sip of his drink. "Well, whatever you're putting that brain to work on, I'm sure I'll be impressed."

Dr. Church adjusted his sunglasses - a present from Neo she'd brought back with the stolen soldering iron before departing again. He couldn't help but feel a momentary pang of nostalgia, having lost his only pair during his arrest onboard the Mother of Invention. "On the subject of your associate," he asked without looking up, "I find myself oddly curious as to who she is."

"Who, Neo?" The former Director nodded. "Ah, that takes me back. But the story is short and sweet: I was on my way home one evening some... my word, almost ten years ago now! Anyway, I found a little girl perusing my trash when I got back." Another drink.

"You don't have to lie to impress me, Mr. Torchwick."

Roman coughed, choking slightly on his last sip of whiskey. "I'm sorry, I must not have heard properly."

"Nothing about the story you're spinning is true and you know it. I can hear in your voice that you've rehearsed this enhanced truth for some time - I don't know how long exactly, but you're not fooling anyone with half a mind. Let's try again, shall we?"

Roman set his glass down, sitting forward in his chair. "Alright, I'll tell the truth for once. But you can't tell Neo anything I'm about to say; it'd break her little heart."


	15. City Watch

Ruby ducked back behind the corner with Washington as the Dakota twins seemed to glance that way. "Why now?" Wash whispered. "Of all the times they could have reappeared, why now?"

"Do you think they saw us?"

"No, thankfully. If they had, we don't have backup. With them here, chances are Maine and Carolina are out here somewhere; I wouldn't be surprised if the others have run into them already."

"Wouldn't we know if they did?" Ruby asked. "When Maine and Neo attacked Sunny Daes - still don't know _why_ they did - it got pretty noisy."

 _"Guys,"_ Doc said in a hushed voice over Wash's earpiece, _"we have a little problem over on Third Street."_

 _"And a big problem on Fifth,"_ added Simmons. _"Maine and a bunch of guys are looking around. We think they're White Fang."_

 _"Ditto here. We have Carolina."_

"Both Dakotas," Wash answered. "Does anyone have eyes on Neo?" All negatives came back. "Listen, everyone: whatever you do, do not engage. If they see you, run. Especially you, Fifth Street."

 _"You don't have to tell us twice. Maine beat the shit out of us more than enough for one lifetime. . . The big one. . . Yeah, him. From the ice cream parlor."_

"Simmons, your finger is on the button."

 _"Oops! Sorry, I wasn't talking to you."_

 _"Guys,"_ Donut chimed in, _"we don't have any Freelancers on Second, but there are some guys in white vests."_

 _"More White Fang. I think I can take 'em."_

"Stand down, Sarge. You don't know what they may be capable of."

 _"Main Street has a couple of teens. One might have seen us, but I don't know."_

"...Wait, what was that last one?"

/-/

"So, here we are, out in the middle of the street," Mercury observed, "looking for these 'visitors' - we don't know what they look like - because...?"

"Because the Freelancers need all the help they can get," Emerald answered. "You know it, I know it, Cinder _definitely_ knows it. Just keep an eye out for anyone acting suspicious; apparently, our unwanted guests don't know how to behave."

"Easy enough to spot then."

Emerald paused. "Act casual."

"Hm?"

"I'm pretty sure I saw one of them up the street over there. Just act like nothing is wrong."

"Alright then."

Mercury then went about making a show of looking around before pulling one of his favorite comic books out of his vest: _X-Ray and Vav #14: Madness of the King_ with a holographic cover, which he made sure to keep in pristine condition. "You carry that thing everywhere with you?"

"Maybe it'll have a different ending this time," he smirked. He then flipped to an arbitrary page, keeping one eye on the spot Emerald noted.

/-/

"A couple of teens," Church repeated. "They're not moving. I don't know where we land on the scale of one-to-fucked right now, but I don't want to take my chances, given what some of the people on this planet are capable of."

 _"Based on what we've seen so far, I'm inclined to agree with you,"_ Wash said. _"Keep out of sight and find a way around them."_

 _"Their orientation and position are intentional,"_ Delta observed. _"They cover each other's blind spots by facing inward, all while remaining otherwise inconspicuous. To pass them would mean either moving into the open or potentially doubling our presence on adjacent streets, which likely have sentries of their own."_

 _So, like a seven?_

 _"I-was thin-king 8,"_ Gary chimed. _"8.5 at-most, if they turn out-to be dan-ger-ous."_

 _Thanks for the vote of confidence, Gary. We can always count on you._ "Anyone else have anything out of the ordinary?"

 _"Nothing that we've been made aware of yet,"_ Wash answered. _"Whatever the case, we can't risk losing Omega's trail. If something happens and we're not able to stop it, I have a feeling that life will become_ _very_ _difficult for us."_

"Wash, it's us. Life's kind of been difficult for a while."

/-/

"...She sings you know. The most delightful melody of hums and whistles."

"This would have been made evident before," Dr. Church countered, still working at combining computer parts as he attempted to glean the truth from his associate.

"Only to me. It's pretty much the only thing I stay around for. She gets upset whenever I have to go someplace without her."

"But not when she has someplace to go?"

"Less so." Roman lit a cigar, offering one to the Director. "You smoke?"

"Cigarettes," he answered, "on occasion."

"Not a cigar guy, then? Anyway, where was I?"

"Avoiding my question for the tenth time."

"Oh, Doctor, I've merely been telling the more convenient truth. You have enough pieces of the puzzle to understand. All you have to do is put them together."

Dr. Church pinched the bridge of his nose. "I hate riddles."

"So do I," Roman admitted. "Unfortunately, I can't just tell you, not with my boss's eyes and ears everywhere. Not even she knows the truth, and I'll be damned if she ever does. Neo is - dare I say - my best friend; my partner in crime. If anything were to happen to compromise the trust we share, I'd never forgive myself.

"So, riddles it is. Have fun, Doctor; I have errands to run."


	16. Worst Cliffhanger Ever (CANCELLED)

I look around. On one end of the city, the Reds and Blues and the members of RWBY and JNPR wait, brainstorming how to pass the Freelancers and White Fang that impose themselves between them and Omega, who has been controlling Penny as best he can. On the other end, Yang is just reaching the Infinity with Tucker as Neo prepares to teleport away with Sierra in hand. Somewhere onboard are the Master Chief and Cortana, holed up so as not to intrude on the rest of the story. At the docks, Roman awaits his partner in crime as Dr. Church puts together some kind of supercomputer.

They've been like this for months now.

As much as I'd like to continue their story, to delve into the intricacies of their interactions with one another, to see Omega's plot succeed or fail, I simply cannot find a way to make all these pieces fit together anymore. Though it hurts to admit it, I have to officially drop this story.

I must say, this was one of my favorites to write. The right balance of action and humor, and many scenes were especially interesting to me specifically. The concept of Omega infecting and subsequently controlling Penny, for example, came about as part of a "what-if" scenario between myself and my younger brother, who is also a big fan of both series.

I'll be sad to see this one go, but it must be done. I can't focus on my other projects so long as this remains open. Thus, it is with some sadness I formally declare RvBY cancelled.

I plan on having other stories come out in the near future, but don't expect more RvBY.

Sincere apologies,

Hannibal


End file.
